The High Court has put off deciding whether Trampus Limited can pursue a petition to wind up Connemara Mining Company Plc, directing that the petition return for hearing on 20 March 2013.
In a judgment delivered on 25 February 2013, Ms Justice Laffoy said it would be premature to decide the company’s challenge to Trampus’s standing because the petition had not yet been advertised in full compliance with court rules. She said Irish authority did not give clear guidance on whether a fully paid minority shareholder in a public company could petition under the statutory grounds relied on in this case.
Trampus presented the petition on 23 January, claiming it was the company’s largest single shareholder, with 1,625,000 fully paid shares representing a 6.32% interest. It said some shares had been held and registered in its name for the required period. The petition sought a winding-up order on two grounds: that the company could not pay its debts, and that winding it up would be just and equitable.
The company disputed Trampus’s right to bring the case and contested the factual basis of the petition. Its company secretary and director, James Finn, disputed the assertions about inability to pay debts, said the company was solvent, and described the petition’s references to proceedings in Dallas, Texas, as baseless. The petition referred to allegations in those separate proceedings concerning Finn and another director’s conduct at another company. The judgment did not determine those allegations or the petition’s substantive claims.
The petition first came before the court on 18 February, when it had not been advertised as required. The court heard arguments on standing and a motion for directions about advertising. Justice Laffoy directed that the petition be advertised in the international edition of the Financial Times at least seven clear days before the new hearing, in addition to complying with the applicable court rule.
The company may file a response to an affidavit sworn by Trampus director Mark Gregory Hardy by 7 March. Neither side may file further affidavits after 14 March. Both sides must file outline legal submissions on the petition’s substantive issues by 1pm on 15 March.
The court did not decide whether the company should be wound up or whether Trampus ultimately has standing. The petition was adjourned to 20 March at 10.30am for hearing.